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PROJECT DOCUMENTS LIST A STRATEGIC PARTNERING AGREEMENT 1

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PROJECT DOCUMENTS LIST A STRATEGIC PARTNERING AGREEMENT 1

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									PROJECT DOCUMENTS LIST A. STRATEGIC PARTNERING AGREEMENT 1. Strategic Partnering Agreement 2. Schedules to the Strategic Partnering Agreement Schedule 1 – Definitions Interpretation and Construction Schedule 2 (Part 1) – Completion Documents (LiftCo) Schedule 2 (Part 2) – Completion Documents (Participants) Schedule 3 – Property Sale Agreement Schedule 4 – Approval Process for New Projects Schedule 5 – Market Testing Procedure Schedule 6 – The Area Schedule 7 (Part 1) – Corporate Warranties by LiftCo Schedule 8 – Insurances Schedule 9 – Deed of Accession Schedule 10 – SSDP Schedule 11 – Proforma Short Term Lease Schedule 12 – Planning Matters Schedule 13 – Compensation on Participant Default and Termination Schedule 14 – Council Accommodation Schedule 15 – Unreasonable Conditions Schedule 16 (Part 1) – Lease Plus Agreement Schedule 16 (Part 1A) – Land Retained Agreement Schedule 16 (Part 2) – Supplemental Lease Schedule 16 (Part 3) – Supplemental Underlease Schedule 17 – Partnering Services Schedule 18 – Example of a Successful LiftCo Schedule 19 (Part 1) – Transfer of Employment and Pensions Schedule 19 (Part 2) – Transfer of Employment and Pensions (Relevant Service Transfer Dates) Schedule 19 (Part 3) – Transfer of Employment and Pensions (First Employee List)

[Schedule 19 – Appendices] Schedule 20 – NHS Bulk Transfer Terms Schedule 21 – Confidential Information Schedule 22 – Handover on expiry or termination Schedule 23 – Dispute Resolution Procedure 3. SPA Conditions Precedent - see rows: G1, I1, I2, I12, I13, I17, I18, I20, I32, I36, I40, I 41, I42, I43, I45 I46, I47, I50, I51, J3, J4

B. LEASE PLUS AGREEMENT 1. Lease Plus Agreement (Bedford) 2. Schedules to Lease Plus Agreement Schedule 1 – Definitions and Interpretations Schedule 2 – Property rights, reservations and easements Schedule 3 – Tenant's Requirements Schedule 4 – Landlord's Proposals Schedule 5 – Part 1 – Design review procedure Schedule 5 – Part 2 – Reviewable Design Data Schedule 6 – Completion Acceptance Schedule Schedule 7 – Part 1 – Project Programme Schedule 7 – Part 2 – Outline Commissioning Programme Schedule 8 – Insurance Schedule 9 – Part 1 – Service Specification Schedule 9 – Part 2 – Method Statements Schedule 10 – Payment Mechanism Schedule 11 – Draft Form of Independent Certifier Appointment Schedule 12 – Part 1 – Variations Schedule 12 – Part 2 – Finance for Capital Expenditure in respect of Variations Schedule 12 – Part 3 – General Procedure Schedule 13 – Review Procedure Schedule 14 – Tenant's option to purchase

Schedule 15 – Operational Requirements Schedule 16 – Transfer of Employment Schedule 17 – Corporate Warranties by the Landlord Schedule 18 – Handover on expiry/termination Schedule 19 – Funders Direct Agreements Schedule 20 – Collateral Warranties Schedule 21 – Dispute Resolution Schedule 22 – Soft Services Market Testing Schedule 23 - Confidential Information Schedule 24 - Refinancing

C. CONSTRUCTION DOCUMENTS 1. Building Contract 2. Building Contract Schedules (as described below) 3. [Insert descriptions of Schedules] 4. [Parent Company Guarantee] (Building Contract) 5. [Contract Loan Agreement (if required)] 6. Solvency Certificate for Mansell Plc 7. Building Contractor's Collateral Warranty (Tenant) 8. Building Contractor's Direct Agreement (Funder) 9. Architect’s Appointment 10. Architect's Collateral Warranty (BPCT) 11. Architect's Collateral Warranty (Funder) 12. Structural Engineer’s Appointment 13. Structural Engineer’s Collateral Warranty (BPPCT) 14. Structural Engineer’s Collateral Warranty (Funder) 15. Structural Engineer's Collateral Warranty (FundCo) 16. Mechanical and Electrical Engineer’s Appointment 17. Mechanical and Electrical Engineer’s Collateral Warranty (BPCT) 18. Mechanical and Electrical Engineer’s Collateral Warranty (Funder)

19. Mechanical and Electrical Engineer's Collateral Warranty (FundCo) 20. Landlord's Representative/Quantity Surveyor/CDM Co-ordinator Appointment 21. Independent Certifier's Appointment 22. Independent Certifier's Collateral Warranty (Contractor) 23. Evidence of PI cover - Consultants

D. FM SERVICES DOCUMENTS 1. FM Contract 2. FM Contract Schedules (as described below) 3. [Insert descriptions of Schedules] 4. Parent Company Guarantee 5. FM Provider's Direct Agreement (Funder) 6. [Estate Management Contract (if required)]

E. PROPERTY DOCUMENTS 1. Deed of Variation to Lease 2. Transfer of Registered Title 3. [Deed of Covenant (if any)] 4. [Deed of Assignment/ Underlease] 5. Supplemental Lease 6. Supplemental Underlease

F. SENIOR FUNDING & SECURITY DOCUMENTS 1. Credit Agreement 2. Conditions Precedent to the Credit Agreement - see rows [ ] 3. [ISDA Master Agreement together with Schedule and Confirmation] 4. FundCo Debenture 5. Deed of Assignment 6. Deed of Assignment of Working Capital Facility 7. Public Sector Negative Pledge 8. Private Sector Negative Pledge

9. GHL Negative Pledge 10. Notices of Assignment in respect of each relevant Agreement (as defined in schedule [ ] of the Debenture and described below together with acknowledgements thereto. 11. [insert references to each "Relevant Agreement" defined in the FundCo Debenture] 12. Notice in respect of Charged Accounts and Acknowledgement 13. Intercreditor Deed 14. Funder's Direct Agreement 15. Deed of Charge over Shares (in FundCo) 16. Blank undated stock transfer form in respect of shares in FundCo 17. [Fee Letter] 18. [Drawdown Notice] 19. [Evidence that Project Accounts have been established] 20. [Account Documents including operating mandates as follows: (a) Account operating mandate in relation to the following FundCo accounts: (i) (ii) (iii) (iv) (v) (vi) (vii) Debt Service Reserve Account Compensation Account Additional Life Cycle Reserve Account Maintenance Reserve Account Operating Account Distribution Account Disbursement Account]

21. [Letter from FundCo confirming that all CPs under Part [ ] of the Credit Agreement have been satisfied or waived and that all such documents are unconditional] 22. [FundCo Directors' Certificate in respect of Credit Agreement including Solvency Certificate] 23. [Delivery of a copy of Financial Model by FundCo] 24. [Evidence that all fees have been paid or will be paid out of the first advance.] 25. [Evidence that the Equity Contributions have been paid into the Operating Account] 26. [Evidence that all stamp duty payable has been paid or sufficient cash has been set aside.] 27. [Evidence that the share subscription requirements under the Shareholders Agreement have been made by the Shareholders in LiftCo]

28. [Evidence of FundCo's VAT registration] 29. [Evidence from FundCo confirming the planned management structure and proposed key personnel of FundCo, approved and acknowledged by Funder.] 30. [Statement of Liabilities incurred by FundCo prior to the Credit Agreement] 31. GUK Directors' Solvency Certificate 32. [Solvency Certificate of Director of Construction Contractor] 33. [Letters of appointment of Funder's Consultants]

G. LIFTCO/FUNDCO SHAREHOLDER DOCUMENTS 1. Shareholders' Agreement 2. LiftCo Subordinated Loan Note Instrument 3. LiftCo Subordinated Loan Note Certificates 4. FundCo Secured Subordinated Loan Note Instrument 5. FundCo Secured Subordinated Loan Note Certificates 6. FundCo Junior Debenture 7. FundCo Junior Deed of Assignment 8. Notices of Assignment in respect of each Relevant Agreement as described below together with acknowledgements thereto 9. [Insert description of each Relevant Agreement defined in the FundCo junior Deed of Assignment] 10. Notices in respect of Charged Accounts 11. FundCo Management Services Agreement (if required) 12. LiftCo Management Services Agreement (if required)

H. CORPORATE SECRETARIAL DOCUMENTS 1. Certificate of Incorporation (certified copy) 2. Certificate of Incorporation on change of name (certified copy) 3. Written Resolution(s) of Directors to: • • • appoint directors/secretary; change registered office; transfer subscriber share;

4. Form 287

5. Stock transfer form for subscriber share 6. Form 288(a) & (b) 7. Written Resolution(s) of LiftCo to: • • • re-classify the existing share capital into A, B, C Shares; adopt new Articles; increase authorised share capital;

8. Articles of Association 9. Form 123 and Form 128(4) 10. Board minute(s) to: • • • appoint director and secretary; change registered office; transfer subscriber share;

11. Director nomination letters from shareholders 12. Share and loan note application letters • • • GUK; PfH; PCTs;

13. Board minute(s) to: • • • • • appoint PfH/PCT directors; create and issue loan notes; allot shares; change accounting reference date; approve transaction documents;

14. Forms 288(a) and (b) 15. Form 88(2) 16. Form 225 17. Share certificates 18. Certificate of Company Secretary setting out names and specimen signatures of authorised signatures and certified copies of board minutes and constitutional documents of LiftCo

19. [Data Sheet] 20. Memorandum and Articles. 21. Certificate of Incorporation (certified copy) 22. Certificate of Incorporation on Change of name. 23. Written Resolution(s) of Directors to: • • • appoint directors/secretary; change registered office; allot / transfer shares;

24. Existing Memorandum and Articles. 25. Stock transfer form for subscriber share 26. Form 287 27. Written Resolution of FundCo to: • • • increase share capital; grant authority to allot; adopt new Memorandum and Articles and increase share capital;

28. Form 123 29. Share certificates. 30. New Memorandum of FundCo 31. New Articles of FundCo 32. Application Letter from LiftCo for shares in FundCo. 33. Board minutes to • • • • • change accounting reference date; allot shares to LiftCo; create and issue loan notes; appoint directors; approve transaction documents;

34. Forms 288 (a) and (b). 35. [Form 225.] 36. Certified copy of register of members.

37. Certificate of Company Secretary setting out names and specimen signatures of authorised signatures and certified copies of board minutes and constitutional documents of FundCo 38. Power of Attorney executed by Funder appointing [ ] as attorney.

39. [Certified copy Memorandum of Association for GUK Limited] 40. [Certified copy Articles of Association for GUK] 41. Board minutes of GUK to: (a) approve transaction documents; (b) nominate directors; (c) subscribe for shares / loan notes; 42. Certificate of Company Secretary of GUK setting out names of specimen signatures/authorised signatures 43. Board minutes of GHL to approve transaction documents 44. Certificate of Company Secretary of GUK setting out names of specimen signatures/authorised signatures 45. Board minutes of Accuro to approve transaction documents 46. Certificate of Company Secretary of GUK setting out names of specimen signatures/authorised signatures 47. Certified copies of the relevant Board/ Committee Minutes authorising entry into project and execution of documents to which it is a party and authorising a named person(s) to execute document. 48. Certificate of the relevant officer of the PCTs setting out names and specimen signatures of persons named in the board resolutions. 49. [Copy of PCTs' Constitutions] 50. Certified copies of the relevant Board/ Committee Minutes of PFH authorising entry into project and execution of documents to which it is a party and authorising a named person(s) to execute document. 51. Certificate of the relevant officer of PFH setting out names and specimen signatures of persons named in the board resolutions. 52. Power of Attorney

.I. TECHNICAL REPORTS AND OPINIONS 53. [Due Diligence Report of Funder's Technical Adviser] 54. [Bank Insurance Report addressed to the Agent & Borrowers] 55. [Insurance Broker’s Letter of Undertaking attaching cover notes required to be in place on the date of first drawdown]

56. [Certified copies of each insurance policy assigned to the Funder or cover notes in respect thereof] 57. [Report from Funder's Model Auditor] 58. [Contamination Report addressed to, inter alia, Agent] 59. [Funder’s solicitors Legal Opinion] 60. [Property Valuation Report] 61. [Certificate of Title] 62. [Original planning consents (including evidence that conditions have been satisfied or waived) for each Site] 63. [Section 106 Deeds for each Site] 64. [Evidence of Section 106 payments made in respect of the Sites.] 65. [Declaration from FundCo confirming CDM Regulations complied with.] 66. [Bank Account details for LiftCo/ FundCo] 67. [Agents confirmation re: satisfaction with management of Borrower] 68. [Agreed form of Operating Budget] 69. [Assignment of Environmental Report]


								
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